Chegg, Inc PRE 14A, filed Apr 17, 2026

Chegg, Inc (CHGG)

PRE 14A 2026-04-17 For: 2026-06-12

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Added on October 16, 2026

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x						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12


PROXY SUMMARY			1
GENERAL PROXY INFORMATION			4
Information About Solicitation and Voting			4
Internet Availability of Proxy Materials			4
General Information About the Meeting			4
CORPORATE GOVERNANCE			10
Corporate Governance Guidelines			10
Board Leadership Structure			10
Our Board of Directors' Role in Risk Oversight			11
Independence of Directors			11
Committees of Our Board of Directors			12
2025 Board and Committee Meetings and Attendanc e			15
Board Attendance at Annual Meeting of Stockholders			16
Presiding Director of Non-Employee Director Meetings			16
D irector Commitments			16
Communication with Directors			16
Code of Business Conduct and Ethics			16
Insider Trading and Hedging and Pledging Policies			17
C ompens ation Recovery ("Clawback") Policy			17
E quity Grant Timing			17
NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS			18
Nomi nation to the Board of Directors			18
Director Qualifications			18
Director Onboarding and Continuing Education			19
Board Evaluations			19
PROPOSAL NO. 1 - ELECTION OF DIRECTORS			20
Nominee s to the Board of Directors			21
Continuing Directors			21
Director Compensation			26
PROPOSAL NO. 2 - NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			29


PROPOSAL NO. 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
Independent Registered Public Accounting Firm's Fees Report			31
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			32
PROPOSAL NO. 4 - APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTI FICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT			33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43
OUR MANAGEMENT			45
EXECUTIVE COMPENSATION			46
Process for Setting Executive Compensation			50
Summary Compensation Table			62
Outstanding Equity Awards at December 31, 2025			63
PAY VERSUS PERFORMANCE DISCLOSURE			64
EQUITY PLANS			67
Equity Compensation Plan Information			67
TRANSACTIONS WITH RELATED PARTIES, FOUNDERS AND CONTROL PERSONS			68
REPORT OF THE AUDIT COMMITTEE			69
ADDITIONAL INFORMATION			70
S tockholder Proposals to be Presented at the Next Annual M eeting			70
D elinquent Section 16(a) Reports			70
A vailable Information			71
"Householding" - Stockholders Sharing the Same Last Name and Address			71
OTHER MATTERS			72
APPENDIX A: PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION			A-1


Name	Board of Directors	Audit Committee	Compensation Committee	Governance and Sustainability Committee

Number of meetings held in 2025	4	4	2	3


Name of Director/Nominee	Age(6)	Principal Occupation	Joined Our Board

Renee Budig(1)(2)(3)	65	Former Executive Vice President and Chief Financial Officer, Paramount Streaming, a division of Paramount Global, Inc.	November 2015
Dan Rosensweig(4)	64	President and Chief Executive Officer, Executive Chairman of Chegg Inc.	March 2010
Ted Schlein(1)(4)(5)	62	General Partner of Kleiner Perkins	December 2008


o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



Dan Rosensweig President, Chief Executive Officer and Chairman


Chegg, Inc.			1			Proxy Statement for the 2026 Annual Meeting of Stockholders


(1)			Member of the Audit Committee.
(2)			Member of the Compensation Committee.
(3)			As noted above, effective as of March 25, 2026, Ms. Budig was moved from Class I to Class III and as a result she is nominated to be re-elected to the Board as a Class III Member, with a term expiring at the 2028 annual meeting.
(4)			Class I Member.
(5)			Member of the Governance and Sustainability Committee.
(6)			Age as of the Record Date of the 2026 Annual Meeting.


(1)			Member of the Compensation Committee
(2)			Member of the Governance and Sustainability Committee.
(3)			Member of the Audit Committee.
(4)			Age as of the Record Date of the 2026 Annual Meeting.


Name	Fees Earned or Paid in Cash ($)(6)	RSU Awards ($)(7)	Total ($)(8)

Renee Budig(1)	70,000	186,185	256,185
Marne Levine	65,380	186,185	251,565
Marcela Martin(2)	65,000	186,185	251,185
Richard Sarnoff(3)	78,329	68,750	147,079
Ted Schlein	60,000	186,185	246,185
Melanie Whelan(4)	25,598	—	25,598
John (Jed) York(5)	21,332	—	21,332


(1)			Committee fees for Ms. Budig are prorated to reflect her transition from a member of the Compensation Committee to Chair of the Compensation Committee, effective June 4, 2025, and from Chair of the Audit Committee to a member of the Audit Committee, effective June 4, 2025.


(2)			Committee fees for Ms. Martin are prorated to reflect her transition from a member of the Audit Committee to Chair of the Audit Committee, effective June 4, 2025, and to a member of the Governance and Sustainability Committee, effective June 4, 2025. The cash fee paid to Ms. Martin in 2025 included an overpayment of $3,533 due to an administrative failure to prorate her fees paid related to the changes in her committee service in June 2025. The cash fee paid in the first quarter of 2026 was reduced by the amount of the overpayment in 2025. The amount reported in this table is the amount actually paid in 2025.
(3)			All director fees for Mr. Sarnoff are prorated to reflect his resignation from the Board of Directors, including as a member of the Audit Committee, member of the Compensation Committee and Co-Chairperson of the Board of Directors effective October 21, 2025.
(4)			All director fees for Ms. Whelan are prorated to account for her departure from the Board of Directors, including as Chair of the Compensation Committee, with her term ending effective June 4, 2025.
(5)			All director fees for Mr. York are prorated to account for his decision not to stand for reelection, with his term as a director, and as a member of the Governance and Sustainability Committee, ending at our 2025 Annual Meeting of Stockholders.
(6)			All director fees were paid at the end of the quarter for which services were provided.
(7)			Amounts shown in this column do not reflect dollar amounts actually received by non-employee directors. Instead these amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation-Stock Compensation, (formerly SFAS 123R) (“ASC 718”), for awards granted during 2025. During 2025, each non-employee member of the Board of Directors, who was a director as of the close of our 2025 Annual Meeting of Stockholders on June 4, 2025, was granted an RSU award covering 55,000 shares of our common stock with an aggregate grant date fair value of $68,750 (referred to in the narrative as the June Board Grant). Additionally, each non-employee member of the Board of Directors, who was a director on November 17, 2025, was granted a "true-up" RSU award covering 115,132 shares of our common stock with an aggregate grant fair value of $117,435 (referred to in the narrative as the November Board Grant). The grant date fair value for RSUs was determined using the closing share price of our common stock on the date of grant. For information on other valuation assumptions with respect to stock awards, refer to notes 2 and 13 of the notes to consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There can be no assurance that this grant date fair value will ever be realized by the non-employee director.
(8)			Non-employee directors receive no other form of remuneration, perquisites or benefits for their service as members of our Board of Directors, but they are reimbursed for their reasonable travel expenses incurred in attending Board of Directors and committee meetings and certain Chegg events and approved continuing education programs.


Name	Option Awards ($)	RSU Awards ($)

Renee Budig(1)	58,175	170,132
Marne Levine	58,175	170,132
Marcela Martin	—	170,132
Ted Schlein	58,175	170,132



						Our Board of Directors recommends a vote “FOR” each of the Class I director nominees and the Class III nominee.


x						No fee required.


o						Fee paid previously with preliminary materials.


(1)			Percentages may not sum to 100% due to rounding.


Fees Billed to Chegg	Fiscal Year 2025 ($)	Fiscal Year 2024 ($)

Audit fees	2,551,512	3,398,595
Audit related fees	—	—
Tax fees	323,659	283,934
All other fees	5,685	14,290
Total fees	2,880,856	3,696,819


Status	Number of Shares of Common Stock Authorized	Number of Shares of Common Stock Issued and Outstanding	Number of Shares of Common Stock Reserved for Future Issuance	Number of Shares of Common Stock Authorized but Not Outstanding or Reserved

Pre-Reverse Stock Split	400,000,000	111,958,712	28,721,128	259,320,160
Post-Reverse Stock Split 1:4	400,000,000	27,989,678	7,180,282	364,830,040
Post-Reverse Stock Split 1:10	400,000,000	11,195,871	2,872,112	385,932,017
Post-Reverse Stock Split 1:15	400,000,000	7,463,914	1,914,741	390,621,345


Name of Beneficial Owner	Number of Shares Beneficially Owned (#)	Percentage Owned (%)

NAMED EXECUTIVE OFFICERS AND DIRECTORS:
Dan Rosensweig(1)	2,109,158	1.9
Nathan Schultz	—	*
David Longo(2)	531,462	*
Renee Budig(3)	143,917	*
Marne Levine(3)	178,540	*
Marcela Martin	87,518	*
Ted Schlein(3)	354,531	*
Directors and Executive Officers as a Group (6 persons)(4)	3,405,126	3.0
5% STOCKHOLDERS:
Galloway Capital Partners, LLC(5)	6,093,000	5.4
The Vanguard Group(6)	5,595,170	5.0


*			Represents beneficial ownership of less than 1% of our outstanding shares of common stock.
(1)			Consists of (a) 2,035,316 shares held by Mr. Rosensweig, (b) 25,000 shares held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where Mr. Rosensweig is a Co-Trustee, and (c) 48,842 shares held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12 where Mr. Rosensweig is a Co-Trustee.
(2)			Consists of (a) 406,462 shares held by Mr. Longo, and (b) and 125,000 restricted stock units held by Mr. Longo that will vest within 60 days of April 1, 2026.
(3)			Includes 58,175 shares underlying options currently exercisable or exercisable within 60 days of April 1, 2026.
(4)			Consists of (a) 3,152,620 shares and (b) 125,000 restricted stock units which are subject to vesting conditions expected to occur within 60 days of April 1, 2026, each of which are held by our directors and officers as a group.
(5)			In a Schedule 13D filed with the Securities and Exchange Commission on April 8, 2026, Galloway Capital Partners, LLC ("GCP"), Galloway Capital, LP and Bruce Galloway reported that, as of April 8, 2026, they have shared voting power and shared dispositive power over 6,093,000 shares. Bruce Galloway is the managing member of GCP, has sole voting and dispositive control of GCP and may be deemed to have beneficial ownership of the shares. Bruce Galloway is also the investment manager of Galloway Capital, LP. The principal business address for all entities is 650 NE 2nd Avenue, #3007, Miami, Florida 33132.
(6)			In a Schedule 13G filed with the Securities and Exchange Commission on January 30, 2026, The Vanguard Group reported that, as of December 31, 2025, it has shared voting power over 653,023 shares and shared dispositive power over 5,595,170 shares. The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Chegg securities beneficially owned by various Vanguard subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately (on a disaggregated basis). The principal business address for all entities affiliated with The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.


(1)			Mr. Rosensweig was appointed President and Chief Executive Officer on October 27, 2025.
(2)			Age as of the Record Date of the 2026 Annual Meeting.


Name			Title

Dan Rosensweig (1)			President, Chief Executive Officer and Executive Chairman
David Longo			Chief Financial Officer
Nathan Schultz (2)			Former President and Chief Executive Officer


(1)			Mr. Rosensweig was re-appointed as our President and Chief Executive Officer on October 27, 2025.
(2)			On October 27, 2025, Mr. Schultz transitioned from the role of President and Chief Executive Officer to Executive Advisor to the Chief Executive Officer and the Board of Directors, a role he held until December 31, 2025 when he separated from the Company.


What We Do						•Pay-for-Performance •Prioritize stockholder alignment with a majority of pay mix allocated to an annual incentive program and equity compensation •Use a representative and relevant peer group for assessing compensation •Consider stockholder dilution, burn rate, and stock-based compensation expense in our equity compensation decisions •Include caps on individual payouts in incentive plans •Maintain a recoupment policy on cash or equity incentive awards in the event of a financial restatement •Maintain stock ownership guidelines for our executive officers and non-employee directors •Maintain a Compensation Committee comprised solely of independent directors •Retain an independent compensation consultant •Conduct stockholder outreach •Conduct an annual say-on-pay vote


What We Don't Do						•Provide guaranteed annual salary increases or bonuses •Provide excise tax gross-ups •Provide defined benefit or contribution retirement plans or arrangements, other than our Section 401(k) plan which is generally available to all employees •Provide excessive benefits and/or perquisites to our executive officers •Include “single-trigger” vesting change of control provisions in equity awards •Allow hedging or monetization transactions, such as zero cost collars and forward sale transactions


Named Executive Officer	Base Salary at End of 2025 ($)	Base Salary at End of 2024 ($)	Change (%)

Dan Rosensweig	850,000	850,000	0
David Longo(1)	750,000	680,000	10.3
Nathan Schultz	1,000,000	1,000,000	0


(1)			Mr. Longo’s base salary increase was not effective initially upon setting his 2025 compensation. His base salary remained the same as in 2024 until the Compensation Committee approved an increase to $750,000 as of November 16, 2025 in connection with his 2025 retention agreement. The Compensation Committee had not previously increased his salary for 2025.


Metric	Overall Weighting	Period	Threshold ($M)	Target ($M)	Actual	Attainment (%)	Payout (%)

2025 Total Net Revenues	25%	H1- First Six Months	207.1	218.0	226.5	103.9	100.0
2025 Adjusted EBITDA	75%	H1 – First Six Months	22.5	25.0	42.4	165.2	100.0
Total							100.0


Named Executive Officer	Period	Target Opportunity ($)	Bonus Target (as % of Earnings)	Metric Achievement (%)	Payable Amount ($)

David Longo	H1- First Six Months	340,000	15	100	51,000
	H2- Second Six Months	348,750	15	75	39,234
Nathan Schultz	H1- First Six Months	500,000	15	100	75,000
	H2- Second Six Months	500,000	15	75	56,250(1)


Tranche	Performance Goal (1)	Vesting Date
1st Tranche	50% increase in stock price over October 28, 2025 closing price	April 2027 (if goal achieved within the first 18 months)
2nd Tranche	75% increase in stock price over October 28, 2025 closing price
3rd Tranche	100% increase in stock price over October 28, 2025 closing price	October 2028 (if goal achieved within the last 18 months)
4th Tranche	125% increase in stock price over October 28, 2025 closing price


(1)			PSUs will be earned only if the volume-weighted average stock price equals or exceeds the performance goal over a sixty-trading-day period.


Target Number of Shares Eligible to Vest for Mr. Schultz	H1 Weighted Achievement (%)	H2 Weighted Achievement (%)	H1 + H2 Blended Achievement (%)	Resulting Number of Shares Eligible to Vest (#)

206,250	147.3	112.5	129.9	267,919


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(3)	Total ($)

Dan Rosensweig	2025	850,000	—	4,070,000	—	14,000	4,934,000
President, Chief Executive Officer and Executive Chairman	2024	954,167	—	1,436,250	—	13,800	2,404,217
David Longo	2025	688,750	353,313	2,320,000	90,234	14,000	3,466,297
Chief Financial Officer	2024	651,813	—	1,899,998	—	13,800	2,565,611
Nathan Schultz	2025	1,000,000	150,000	1,500,000	75,000	1,944,769	4,669,769
Former President and Chief Executive Officer	2024	958,333	—	3,159,750	—	13,800	4,131,883


(1)			The amounts reported in this column represent a $250,000 retention bonus paid to Mr. Longo pursuant to his letter agreement, and $103,313 paid to Mr. Longo and $150,000 paid to Mr. Schultz pursuant to the Company-wide cash retention program.
(2)			The amounts reported in this column represent the aggregate grant date fair value of RSU and PSU awards granted under our 2023 Equity Incentive Plan, as computed in accordance with ASC 718. For fiscal year 2025, the amounts include PSUs granted to Mr. Rosensweig and Mr. Longo that will become vested only if our stock price reaches sustained stock price hurdles of 50%, 75%, 100%, and 125% above our October 28, 2025 stock price. A tranche of the total number of PSUs will become vested only as of a measurement date that is 18 months or 36 months following the grant date, subject to Mr. Rosensweig's or Mr. Longo's service until that date, and only if the volume weighted average closing price per share of stock equals or exceeds the target stock price over a sixty day trading period. If any PSUs have not vested by the end of the term of the award, they will be forfeited and Mr. Rosensweig and Mr. Longo will not realize the value of such PSUs. The PSUs are valued on the probable outcome of the market-condition goals, determined using a Monte Carlo simulation model. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The value of the PSU awards at the grant date assuming that the highest level of performance conditions will be achieved was $3,927,000 for Mr. Rosensweig and $510,000 for Mr. Longo.
(3)			The amounts in the column represent our contributions to the account under our 401(k) plan for each NEO. For fiscal year 2025, for Mr. Schultz, the amounts further include (1) $1,700,000 paid under his Transition and Separation Agreement under which Mr. Schultz was eligible for separation payments and benefits pursuant to the termination “other than for Cause” provisions of the Chegg, Inc. Severance Plan (the "Severance Plan") that apply when the qualifying termination occurs within two years following adoption of the Severance Plan and is not in connection with a “Change in Control” (all terms as defined in the Severance Plan) and (2) $230,769 paid as a lump sum in connection with the termination of the Chegg, Inc. sabbatical program, under which all employees with more than 10 years of service who had not yet taken a sabbatical received a cash payment equal to the salary they would have earned during their sabbatical period.


		Stock Awards

	Grant Date	Number of Shares that Have Not Vested (#)	Market Value of Shares that Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares that Have Not Vested (#)	Equity Incentive Plan Awards: Market Value of Unearned Shares that Have Not Vested ($)(1)
Name

Dan Rosensweig	06/01/2024 (2)	10,850	10,091	—	—
	06/01/2024 (3)	105,469	98,086	—	—
	11/17/2025 (4)	1,650,000	1,534,500	—	—
	11/17/2025 (5)	—	—	3,850,000	3,580,500
David Longo	1/12/2022 (6)	3,230	3,004	—	—
	1/14/2025 (7)	1,000,000	930,000	—	—
	11/17/2025 (4)	500,000	465,000	—	—
	11/17/2025 (5)	—	—	500,000	465,000
Nathan Schultz	6/01/2024 (8)	267,919	249,165	—	—


(1)			The market price for our common stock is based on the closing price per share of our common stock as listed on the New York Stock Exchange on December 31, 2025 of $0.93.
(2)			The shares subject to the PSU award were earned upon achievement by December 31, 2024 of Company performance metrics consisting of Chegg Services Revenue, adjusted EBITDA, and free cash flow as approved by the Compensation Committee. The Compensation Committee determined that the weighted average percentage of 17.36% of the measurements was achieved, therefore a weighted average of 17.36% of the shares subject to the PSU award were earned. One-third of the achieved shares vested on June 12, 2025, and the remaining tranches shown in the table above vest on June 12, 2026 and June 12, 2027, subject to Mr. Rosensweig's continued service up to and through each vesting date.
(3)			One-half of the originally granted RSUs vested on June 12, 2025 and 6.25% vest on each quarterly anniversary thereafter. The vesting is subject to Mr. Rosensweig’s continued service up to and through each vesting date.
(4)			One-third of the RSUs will vest on November 11, 2026, and 8.33% shall vest each quarterly anniversary thereafter. The vesting is subject to the NEO's continued service up to and through each vesting date.
(5)			The shares subject to the PSU award shall be earned only if our stock price reaches sustained stock price hurdles of 50%, 75%, 100%, and 125% above our October 28, 2025 stock price. A tranche of the total number of PSUs will become vested only as of a measurement date that is 18 months or 36 months following the grant date, subject to the NEO’s continued service until that date, and only if the volume weighted average closing price per share of stock equals or exceeds the target stock price over a sixty day trading period.
(6)			The shares vested on January 12, 2026.
(7)			One half of the shares vested on January 12, 2026, and 12.5% shall vest in quarterly installments thereafter. The vesting is subject to Mr. Longo's continued service up to and through each vesting date.
(8)			The shares subject to the PSU award were earned upon achievement by December 31, 2025 of Company performance metrics consisting of Chegg Total Net Revenue and adjusted EBITDA, as approved by the Compensation Committee. The Committee determined that the weighted average payout of 129.9% of target was achieved. One-half of the achieved shares shall vest on each of June 12, 2026 and June 12, 2027.


Fiscal Year	Summary Compensation Table Total for PEO Dan Rosensweig(1) ($)	Compensation Actually Paid to PEO Dan Rosensweig(2) ($)	Summary Compensation Table Total for PEO Nathan Schultz (1) ($)	Compensation Actually Paid to PEO Nathan Schultz(2) ($)	Average Summary Compensation Table Total for non-PEO NEOs(1) ($)	Average Compensation Actually Paid to non-PEO NEOS(3) ($)	Total Stockholder Return(4) ($)	Net (Loss) Income (in millions) ($)

2025	4,934,000	4,620,667	4,669,769	3,748,474	3,466,297	2,637,018	3.68	(103)
2024	2,404,217	196,478	4,131,883	(693,309)	1,086,343	234,181	6.37	(837)
2023	4,779,849	(688,671)	—	—	3,104,169	196,528	44.95	18